The following definitions and rules of interpretation apply in these Conditions.

1.1 Interpretation

• Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
• Commencement Date: has the meaning given in clause 2.
• Conditions: these terms and conditions as amended from time to time in accordance with clause 8.
• Contract: the contract between Resource and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
• Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.
• Customer: the person or firm who purchases the Goods and/or Services from Resource.
• Deliverables: the deliverables set out in the Order produced by Resource for the Customer.
• Delivery Location: has the meaning given in clause 2.
• Force Majeure Event: has the meaning given to it in clause 16.
• Goods: the goods (or any part of them) set out in the Order.
• Goods Specification: any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and Resource.
• Intellectual Property Rights: patents, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
• Order: the Customer’s order for the supply of Goods and/or Services, as set out in the Customer’s purchase order form or booking confirmation, or the Customer’s written acceptance of Resource’s quotation, or overleaf, as the case may be.
• Services: the services, including the Deliverables, supplied by Resource to the Customer as set out in the Service Specification.
• Service Specification: the description or specification for the Services provided by Resource to the Customer, contained in the Order or otherwise specified.
• Resource: Steffco Limited t/a Resource registered in England and Wales with company number 03234103 whose registered office is at 78 Armley Road, Armley, Leeds, West Yorkshire, LS12 2EJ.
• Supplier Materials: has the meaning given in clause 1(g).

1.2. Interpretation

a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

b) A reference to a party includes its personal representatives, successors and permitted assigns.

c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

d) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

e) A reference to writing or written includes fax and email.

2.1 The Order constitutes an offer by the Customer to purchase Goods or Services or Goods and Services in accordance with these Conditions.

2.2 The Order shall only be deemed to be accepted when Resource issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).

2.3 Any samples, drawings, plans or advertising issued by Resource and any illustrations or descriptions of the Services contained in Resource’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract nor have any contractual force.

2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.5 Any quotation given by Resource shall not constitute an offer, and is only valid for a period of 30 days from its date of issue.

2.6 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

2.7 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.

3.1 The Goods are described in the Goods Specification.

3.2 The Customer shall indemnify Resource against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Resource arising out of or in connection with any claim made against Resource for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with Resource’s use of the Goods Specification. This clause 2 shall survive termination of the Contract.

3.3 Resource reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirement, and Resource shall notify the Customer in any such event.

4.1 Resource shall ensure that:

a) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the type and quantity of the Goods.

b) it states clearly on the delivery note any requirement for the Customer to return any packaging material to Resource. The Customer shall make any such packaging materials available for collection at such times as Resource shall reasonably request. Returns of packaging materials shall be at Resource’s expense.

c) Resource shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after Resource notifies the Customer that the Goods are ready.

4.3 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.

4.4 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. Resource shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide Resource with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.5 If Resource fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Resource shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide Resource with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.6 If the Customer fails to take delivery of the Goods within three Business Days of Resource notifying the Customer that the Goods are ready, then except where such failure or delay is caused by a Force Majeure Event or by Resource’s failure to comply with its obligations under the Contract in respect of the Goods:

a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the second Business Day following the day on which Resource notified the Customer that the Goods were ready; and

b) Resource shall store the Goods until delivery takes place and charge the Customer for all related costs and expenses (including insurance).

4.7 If seven Business Days after the day on which Resource notified the Customer that the Goods were ready for delivery the Customer has not taken actual delivery of them, Resource may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Goods.

4.8 Resource may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5.1 Resource warrants that on delivery, the Goods shall:

a) conform with their description; and

b) be free from material defects in design, material and workmanship.

5.2 Subject to clause 3, if:

a) the Customer gives notice in writing to Resource within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 1;

b) Resource is given a reasonable opportunity of examining such Goods; and

c) the Customer (if asked to do so by Resource) returns such Goods to Resource’s place of business at the Customer’s cost,

Resource shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

5.3 Resource shall not be liable for the Goods’ failure to comply with the warranty set out in clause 1 if:

a) the Customer makes any further use of such Goods after giving a notice in accordance with clause 2;

b) the defect arises because the Customer failed to follow Resource’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;

c) the defect arises as a result of Resource following any drawing, design or Goods Specification supplied by the Customer;

d) the Customer alters or repairs such Goods without the written consent of Resource;

e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or

f) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.

5.4 Except as provided in this clause 5, Resource shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 1.

5.5 These Conditions shall apply to any repaired or replacement Goods supplied by Resource.

6.1 The risk in the Goods shall pass to the Customer on completion of delivery.

6.2 Title to the Goods shall not pass to the Customer until

a) Resource receives payment in full (in cash or cleared funds) for the Goods and any other goods that Resource has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.

6.3 Until title to the Goods has passed to the Customer, the Customer shall:

a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Resource’s property;

b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on Resource’s behalf from the date of delivery;

d) notify Resource immediately if it becomes subject to any of the events listed in clause 2(b) to clause 14.2(d); and

e) give Resource such information as Resource may reasonably require from time to time relating to:

(i) the Goods; and

(ii) the ongoing financial position of the Customer.

6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Resource receives payment for the Goods. However, if the Customer resells the Goods before that time:

a) it does so as principal and not as Resource’s agent; and

b) title to the Goods shall pass from Resource to the Customer immediately before the time at which resale by the Customer occurs.

6.5 At any time before title to the Goods passes to the Customer, Resource may:

a) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

7.1 Resource shall supply the Services to the Customer in accordance with the Service Specification in all material respects.

7.2 Resource shall use all reasonable endeavours to meet any performance dates for the Services specified Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

7.3 Resource reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and Resource shall notify the Customer in any such event.

7.4 Resource warrants to the Customer that the Services will be provided using reasonable care and skill.

7.5 The Customer may cancel an Order, but only in the following circumstances:

(a) for a Virtual Event, within one month of the performance date, subject to the payment of 50% of the value of the Order in accordance with clause 9;

(b) for an In-Person Event:

(i) within three months of the performance date, subject to the payment of 50% of the value of the Order in accordance with clause 9; or

(ii) within one month of the performance date, subject to the payment of 80% of the value of the Order in accordance with clause 9.

8.1 The Customer shall:

a) ensure that the terms of the Order and any information it provides in the Service Specification and the Goods Specification are complete and accurate;

b) co-operate with Resource in all matters relating to the Services;

c) provide Resource, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by Resource to provide the Services;

d) provide Resource with such information and materials as Resource may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

e) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

f) comply with all applicable laws, including health and safety laws;

g) keep all materials, equipment, documents and other property of Resource (Resource Materials) at the Customer’s premises in safe custody at its own risk, maintain Resource Materials in good condition until returned to Resource, and not dispose of or use Resource Materials other than in accordance with Resource’s written instructions or authorisation; and

h) comply with any additional obligations as set out in the Service Specification and the Goods Specification.

8.2 If Resource’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):

a) without limiting or affecting any other right or remedy available to it, Resource shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Resource’s performance of any of its obligations;

b) Resource shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Resource’s failure or delay to perform any of its obligations as set out in this clause 2; and

c) the Customer shall reimburse Resource on written demand for any costs or losses sustained or incurred by Resource arising directly or indirectly from the Customer Default.

9.1 The price for Goods:

a) shall be the price set out in the Order or, if no price is quoted, the price set out in Resource’s published price list as at the date of the order; and

b) shall be exclusive of all costs and charges of packaging, insurance, transport of the Goods.

9.2 The charges for Services shall be calculated on a on the following basis:

a) the charges shall be as set out in the Order;

b) Resource shall be entitled to charge an overtime rate as detailed in Resource’s quotation on pro rata basis for each part day or for any time worked by individuals whom it engages on the Services outside the hours; and

c) Resource shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom Resource engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Resource for the performance of the Services, and for the cost of any materials.

9.3 Resource reserves the right to:

a) increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to Resource that is due to:

(i) any factor beyond the control of Resource (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(ii) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or

(iii) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give Resource adequate or accurate information or instructions in respect of the Goods.

9.4 In respect of Goods, Resource shall invoice the Customer on or at any time after completion of delivery. In respect of Services, (unless agreed otherwise in the Order), Resource shall invoice the Customer in advance for 50% of the Services, with the remainder on completion of the Services.

9.5 The Customer shall pay each invoice submitted by Resource:

a) within 30 days of the date of the invoice; and

b) in full and in cleared funds to a bank account nominated in writing by Resource, and time for payment shall be of the essence of the Contract.

9.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Resource to the Customer, the Customer shall, on receipt of a valid VAT invoice from Resource, pay to Resource such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.

9.7 If the Customer fails to make a payment due to Resource under the Contract by the due date, then, without limiting Resource’s remedies under clause 14, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

9.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

10.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by Resource.

10.2 Resource grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business.

10.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted by clause 2.

10.4 The Customer grants Resource a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to Resource for the term of the Contract for the purpose of providing the Services to the Customer.

11.1 The following definitions apply in this clause 11:

a) Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing, and appropriate technical and organisational measures: as defined in the Data Protection Legislation.

b) Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR); the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party.

c) Domestic Law: the law of the United Kingdom or a part of the United Kingdom.

11.2 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.

11.3 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and Resource is the Processor.

11.4 Without prejudice to the generality of clause 2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to Resource and/or lawful collection of the Personal Data by Resource on behalf of the Customer for the duration and purposes of the Contract.

11.5 Without prejudice to the generality of clause 2, Resource shall, in relation to any Personal Data processed in connection with the performance by Resource of its obligations under the Contract:

a) process that Personal Data only on the documented written instructions of the Customer unless Resource is required by Domestic Law to otherwise process that Personal Data. Where Resource is relying on Domestic Law as the basis for processing Personal Data, Resource shall promptly notify the Customer of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits Resource from so notifying the Customer;

b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

d) not transfer any Personal Data outside of the UK unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:

(i) the Customer or Resource has provided appropriate safeguards in relation to the transfer;

(ii) the Data Subject has enforceable rights and effective legal remedies;

(iii) Resource complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

(iv) Resource complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;

e) assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

f) notify the Customer without undue delay on becoming aware of a Personal Data Breach;

g) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the Contract unless required by Domestic Law to store the Personal Data; and

h) maintain complete and accurate records and information to demonstrate its compliance with this clause 11.

11.6 The Customer consents to Resource appointing a third-party processor of Personal Data under the Contract. Resource confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party’s standard terms of business and in either case which Resource confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between the Customer and Resource, Resource shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 6.

11.7 Resource may, at any time on not less than 30 days’ notice, revise this clause 11 by replacing it with any applicable controller to processor standard clauses or similar terms adopted by the Information Commissioner or forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).

12.1 Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination or expiry of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 2.

12.2 Each party may disclose the other party’s confidential information:

a) to its employees, officers, representatives, contractors or subcontracts or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 12; and

b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

13.1 Resource has obtained insurance cover in respect of its own legal liability for individual claims. The limits and exclusions in this clause reflect the insurance cover Resource has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.

13.2 The restrictions on liability in this clause 13 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

13.3 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

13.4 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

a) death or personal injury caused by negligence;

b) fraud or fraudulent misrepresentation;

c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and

d) defective products under the Consumer Protection Act 1987.

13.5 Subject to clause 4, Resource’s total liability to the Customer in respect of all breaches of duty occurring within any contract year shall not exceed the cap.

13.6 In clause 5:

a) cap. The cap is one hundred per cent (100%) of the total charges in the contract year in which the breaches occurred.

b) contract year. A contract year means a 12-month period commencing with the Commencement Date or any anniversary of it; and

c) total charges. The total charges means all sums paid by the Customer and all sums payable under the Contract in respect of goods and services actually supplied by Resource, whether or not invoiced to the Customer.

13.7 This clause 13.7 sets out specific heads of excluded loss and exceptions from them:

a) Subject to clause 13.4, clause 13.9(c) identifies the kinds of loss that are not excluded. Subject to that, clause 13.9(b) excludes specified types of loss.

b) The following types of loss are wholly excluded:

(i) loss of profits;

(ii) loss of sales or business;

(iii)loss of agreements or contracts;

(iv) loss of anticipated savings;

(v) loss of use or corruption of software, data or information;

(vi) loss of or damage to goodwill; and

(vii) indirect or consequential loss.

c) The following types of loss and specific loss are not excluded:

(i) sums paid by the Customer to Resource pursuant to the Contract, in respect of any Goods or Services not provided in accordance with the Contract;

(ii) wasted expenditure;

(iii) additional costs of procuring and implementing replacements for, or alternatives to, Goods or Services not provided in accordance with the Contract. These include but are not limited to consultancy costs, additional costs of management time and other personnel costs, and costs of equipment and materials; and

(iv) losses incurred by the Customer arising out of or in connection with any third party claim against the Customer which has been caused by the act or omission of Resource. For these purposes, third party claims shall include but not be limited to demands, fines, penalties, actions, investigations or proceedings, including but not limited to those made or commenced by subcontractors, Resource’s personnel, regulators and customers of the Customer.

13.8 Resource has given commitments as to compliance of the Goods and Services with relevant specifications in clause 5 and clause 7. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

13.9 This clause 13 shall survive termination of the Contract.

14.1 Without affecting any other right or remedy available to it, Resource may terminate the Contract by giving the other party written notice.

14.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

a) the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so;

b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or

d) the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

14.3 Without affecting any other right or remedy available to it, Resource may terminate the Contract with immediate effect by giving written notice to the Customer if:

a) the Customer fails to pay any amount due under the Contract on the due date for payment; or

b) there is a change of Control of the Customer.

c) Without affecting any other right or remedy available to it, Resource may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and Resource if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 2(b) to clause 14.2(d), or Resource reasonably believes that the Customer is about to become subject to any of them.

15.1 On termination of the Contract:

a) the Customer shall immediately pay to Resource all of Resource’s outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, Resource shall submit an invoice, which shall be payable by the Customer immediately on receipt;

b) the Customer shall return all of Resource Materials and any Deliverables or Goods which have not been fully paid for. If the Customer fails to do so, then Resource may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.

15.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

15.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.

Neither party shall be in breach of the Contract nor liable for delay in performing or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control (a Force Majeure Event). In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 6 weeks, the party not affected may terminate the Contract by giving 14 days’ written notice to the affected party.

17.1 Assignment and other dealings

a) Resource may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

17.2 Notices

A) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:

(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(ii) sent by fax to its main fax number or sent by email to the address specified in the Order.

b) Any notice or communication shall be deemed to have been received:

(i) if delivered by hand, at the time the notice is left at the proper address;

(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

(iii) if sent by fax or email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 2(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

17.3 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 17.3 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.

17.4 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

17.5  No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

17.6 Entire agreement.

a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

b) Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract.

c) Nothing in this clause shall limit or exclude any liability for fraud.

17.7 Third party rights.

a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

17.8 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).

17.9 Governing law. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

17.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.